MULLEN AUTOMOTIVE INC
For the period ended Sep 30, 2023. Filed Jan 17, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Jan 17, 2024
BINI$0.07+75.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| 1. | Financial Statements. |
The consolidated financial statements of Mullen Automotive Inc. and notes thereto and the reports of the independent registered public accounting firms thereon are set forth beginning on page F-1 and filed as part of this Report.
| 2. | Exhibits. |
The exhibits filed or furnished as part of this Annual Report on Form 10-K are those listed in the following Exhibit Index.
EXHIBIT INDEX
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| Incorporated by Reference | ||||||||||||
| Exhibit No. · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed/FurnishedHerewith | ||||||||||||
| 2.1 | | Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., and Robert Bollinger. | | 8-K | | 001-34887 | | 2.1 | | 09/08/2022 | | |
| 2.1(a) | | First Amendment to the Common Stock Purchase Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., and Robert Bollinger. | | 8-K | | 001-34887 | | 2.1 | | 10/14/2022 | | |
| 2.1(b) | | First Amendment to the Cash Escrow Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., Robert Bollinger and Continental Stock Transfer & Trust Company. | | 8-K | | 001-34887 | | 2.2 | | 10/14/2022 | | |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Incorporated by Reference | ||||||||||||
| Exhibit No. · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed/FurnishedHerewith | ||||||||||||
| 2.1(c) | | First Amendment to the Stock Reservation Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., Robert Bollinger and Continental Stock Transfer & Trust Company. | | 8-K | | 001-34887 | | 2.3 | | 10/14/2022 | | |
| 2.2 | | Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc. and Robert Bollinger. | | 8-K | | 001-34887 | | 2.2 | | 09/08/2022 | | |
| 2.3 | | Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc. and John Masters. | | 8-K | | 001-34887 | | 2.3 | | 09/08/2022 | | |
| 2.4 | | Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc. and Seaport Global Asset Management SPV LLC - Series A. | | 8-K | | 001-34887 | | 2.4 | | 09/08/2022 | | |
| 2.5 | | Asset Purchase Agreement dated September 16, 2022 between the Company and David W. Carickhoff, solely as Chapter 7 trustee of the Bankruptcy Estates of Electric Last Mile Solutions, Inc. and Electric Last Mile, Inc. | | 8-K | | 001-34887 | | 10.1 | | 09/19/2022 | | |
| 3.1(a) | | Second Amended and Restated Certificate of Incorporation of Mullen Automotive Inc., dated November 5, 2021 | | 8-K | | 001-34887 | | 3.2 | | 11/12/2021 | | |
| 3.1(b) | | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Mullen Automotive Inc., dated March 8, 2022 | | 8-K | | 001-34887 | | 3.1 | | 03/10/2022 | | |
| 3.1(c) | | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on July 26, 2022 | | 8-K | | 001-34887 | | 3.1 | | 07/27/2022 | | |
| 3.1(d) | | Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock. | | S-3ASR | | 333-267502 | | 4.1(c) | | 09/19/2022 | | |
| 3.1(e) | | Certificate of Mullen Automotive Inc. Increasing Number of Shares of Preferred Stock Designated as Series D Convertible Preferred Stock. | | S-3ASR | | 333-267913 | | 4.1(d) | | 10/17/2022 | | |
| 3.1(f) | | Certificate of Designation of Series AA Preferred Stock, filed November 14, 2022 | | 8-K | | 001-34887 | | 3.1 | | 11/14/2022 | | |
| 3.1(g) | | Certificate of Cancellation filed on January 30, 2023 | | 8-K | | 001-34887 | | 3.1 | | 01/30/2023 | | |
| 3.1(h) | | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on January 30, 2023 | | 8-K | | 001-34887 | | 3.2 | | 01/30/2023 | | |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Incorporated by Reference | ||||||||||||
| Exhibit No. · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed/FurnishedHerewith | ||||||||||||
| 3.1(i) | | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on May 3, 2023 | | 8-K | | 001-34887 | | 3.1 | | 05/05/2023 | | |
| 3.1(j) | | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on August 10, 2023 | | 8-K | | 001-34887 | | 3.1 | | 08/11/2023 | | |
| 3.1 (k) | | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on December 20, 2023 | | 8-K/A | | 001-34887 | | 3.1 | | 12/21/2023 | | |
| 3.2 | | Amended and Restated Bylaws, as of November 30, 2023 | | | | | | | | | | ✓ |
| 4.1 | | Description of Company’s Securities. | | 10-K/A | | 001-34887 | | 4.4 | | 01/30/2023 | | |
| 4.2 | | Form of Warrant (related to Series D Preferred Stock Securities Purchase Agreement dated June 7, 2022) | | 8-K | | 001-34887 | | 10.1(Exhibit A) | | 06/10/2022 | | |
| 4.3 | | Warrant dated March 14, 2023 issued to Qiantu Motor USA, Inc. | | 10-Q | | 001-34887 | | 4.2 | | 05/15/2023 | | |
| 10.1# | | Mullen Automotive Inc. 2022 Equity Incentive Plan | | DEF 14A | | 001-34887 | | Appx B | | 06/24/2022 | | |
| 10.1(a)# | | Amendment to 2022 Equity Incentive Plan dated August 3, 2023 | | 8-K | | 001-34887 | | 10.1 | | 08/07/2023 | | |
| 10.1(b)# | | Form of Stock Option Agreement under 2022 Equity Incentive Plan | | 10-K | | 001-34887 | | 10.2(a) | | 1/13/2023 | | |
| 10.1(c)# | | Form of Restricted Stock Agreement under 2022 Equity Incentive Plan | | 10-K | | 001-34887 | | 10.2(b) | | 1/13/2023 | | |
| 10.1(d)# | | Form of Restricted Stock Unit Agreement under 2022 Equity Incentive Plan | | 10-K | | 001-34887 | | 10.2(c) | | 1/13/2023 | | |
| 10.2# | | CEO Performance Stock Award Agreement dated May 5, 2022 between Mullen Automotive Inc. and David Michery | | 8-K | | 001-34887 | | 10.2 | | 07/27/2022 | | |
| 10.3# | | CEO Performance Stock Award Agreement dated June 8, 2023 between Mullen Automotive Inc. and David Michery | | 8-K | | 001-34887 | | 10.2 | | 08/07/2023 | | |
| 10.4 | | Amended and Restated Secured Convertible Note and Security Agreement dated June 17, 2022 Esousa Holdings LLC | | 8-K | | 001-34887 | | 10.1 | | 06/21/2022 | | |
| 10.4(a) | | Letter Agreement (Sale of Note) dated June 17, 2022 | | 8-K | | 001-34887 | | 10.2 | | 06/21/2022 | | |
| 10.4(b) | | Exchange Agreement, dated as of October 14, 2022, by and among Mullen Automotive Inc. and Esousa Holdings LLC. | | 8-K | | 001-34887 | | 10.1 | | 10/21/2022 | | |
| 10.4(c) | | Secured Convertible Note and Security Agreement dated October 14, 2022 with Esousa Holdings LLC. | | 8-K | | 001-34887 | | 10.2 | | 10/21/2022 | | |
| 10.5# | | Amended and Restated Employment Agreement, dated as of June 1, 2021, by and between David Michery and Mullen Technologies, Inc. | | S-4/A | | 333-256166 | | 10.10 | | 07/22/2021 | | |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Incorporated by Reference | ||||||||||||
| Exhibit No. · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed/FurnishedHerewith | ||||||||||||
| 10.6 | | Transition Services Agreement, dated as of May 12, 2021, by and between Mullen Technologies, Inc. and Mullen Automotive Inc. | | S-4/A | | 333-256166 | | 10.14 | | 07/22/2021 | | |
| 10.6(a) | | Termination Agreement, dated January 15, 2024, by and between Mullen Technologies, Inc. and Mullen Automotive Inc. | | | | | | | | | | ✓ |
| 10.7 | | Tax Sharing Agreement, dated May 12, 2021, by and among Mullen Technologies, Inc. and Mullen Automotive Inc. | | S-4/A | | 333-256166 | | 10.15 | | 07/22/2021 | | |
| 10.8 | | Consultant Agreement dated October 26, 2021 between the Company and Mary Winter | | 10-K | | 001-34887 | | 10.25 | | 12/29/2021 | | |
| 10.9 | | Loan Commitment with NuBridge Commercial Lending executed February 23, 2022 | | 8-K | | 001-34887 | | 10.2 | | 02/28/2022 | | |
| 10.9(a) | | Guaranty dated March 7, 2022 between NuBridge Commercial Lending, LLC and David Michery | | 10-Q | | 001-34887 | | 10.4(a) | | 05/16/2022 | | |
| 10.10 | | Securities Purchase Agreement dated June 7, 2022 for Series D Preferred Stock and Warrants | | 8-K | | 001-34887 | | 10.1 | | 06/10/2022 | | |
| 10.10(a) | | Amendment No. 1 dated June 23, 2022 to Securities Purchase Agreement dated June 7, 2022 | | 8-K | | 001-34887 | | 10.1 | | 06/24/2022 | | |
| 10.10(b) | | Amendment No. 2 dated September 19, 2022 to Securities Purchase Agreement dated June 7, 2022 | | S-3ASR | | 333-267502 | | 99.3 | | 09/19/2022 | | |
| 10.10(c) | | Amendment No. 3 to the Securities Purchase Agreement, dated November 15, 2022, by and between Mullen Automotive Inc. and the buyers named therein | | 8-K | | 001-34887 | | 10.1 | | 11/21/2022 | | |
| 10.10(d) | | Form of Convertible Note dated November 15, 2022 | | 8-K | | 001-34887 | | 10.2 | | 11/21/2022 | | |
| 10.10(e) | | Amendment No. 4 to the Securities Purchase Agreement, dated April 3, 2023, by and between Mullen Automotive Inc. and the buyers named therein | | 8-K | | 001-34887 | | 10.1 | | 04/07/2023 | | |
| 10.10(f) | | Form of Promissory Note | | 8-K | | 001-34887 | | 10.2 | | 04/07/2023 | | |
| 10.10(g) | | Letter Agreement, dated May 15, 2023, by and among Mullen Automotive Inc. and the buyers named therein | | 8-K | | 001-34887 | | 10.1 | | 05/19/2023 | | |
| 10.10(h) | | Letter Agreement, dated June 5, 2023, by and between Mullen Automotive Inc. and Acuitas Capital LLC | | 8-K | | 001-34887 | | 10.1 | | 06/05/2023 | | |
| 10.10(i) | | Letter Agreement, dated June 12, 2023, by and between Mullen Automotive Inc. and the buyers named therein | | 8-K | | 001-34887 | | 10.1 | | 06/12/2023 | | |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Incorporated by Reference | ||||||||||||
| Exhibit No. · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed/FurnishedHerewith | ||||||||||||
| 10.10(j) | | Letter Agreement, dated June 22, 2023, by and between Mullen Automotive Inc. and the buyers named therein. | | 8-K | | 001-34887 | | 10.1 | | 06/26/2023 | | |
| 10.10(k) | | Letter Agreement, dated June 26, 2023, by and between Mullen Automotive Inc. and Ault Lending, LLC | | 8-K | | 001-34887 | | 10.2 | | 06/26/2023 | | |
| 10.10(l) | | Letter Agreement, dated June 20, 2023, by and between Mullen Automotive Inc. and Acuitas Capital LLC. | | 8-K | | 001-34887 | | 10.3 | | 06/26/2023 | | |
| 10.11 | | Lease dated June 29, 2022 between the Company and with the Lakeview Business Center, LLC | | 10-Q | | 001-34887 | | 10.7 | | 08/12/2022 | | |
| 10.12 | | Consulting Agreement dated January 12, 2022 between the Company and Ignacio Novoa | | 10-Q | | 001-34887 | | 10.8 | | 08/12/2022 | | |
| 10.13 | | Firm Order Agreement dated December 12, 2022, between Randy Marion Isuzu, LLC and the Company | | 8-K | | 001-34887 | | 10.1 | | 12/15/2022 | | |
| 10.14# | | Offer Letter with Jonathan New dated September 7, 2022 | | 10-K | | 001-34887 | | 10.22 | | 1/13/2023 | | |
| 10.15 | | Settlement Agreement dated January 13, 2023 with Acuitas, J. Fallon and Mank Capital | | 10-K | | 001-34887 | | 10.23 | | 1/13/2023 | | |
| 10.15(a) | | Form of Promissory Note | | 10-K | | 001-34887 | | 10.23(a) | | 1/13/2023 | | |
| 10.16 | | Waiver Agreement dated January 12, 2023 with Series C Preferred Stockholders | | 10-K | | 001-34887 | | 10.24 | | 1/13/2023 | | |
| 10.17 | | Settlement Agreement dated January 13, 2023 with respect to Series D Securities Purchase Agreement | | 10-K | | 001-34887 | | 10.25 | | 1/13/2023 | | |
| 10.17(a) | | Form of Warrant | | 10-K | | 001-34887 | | 10.25(a) | | 1/13/2023 | | |
| 10.17(b) | | Amendment to the Settlement Agreement, dated March 2, 2023, by and between Mullen Automotive Inc. and Acuitas Capital LLC | | 8-K | | 001-34887 | | 10.1 | | 03/06/2023 | | |
| 10.18 | | Settlement Agreement, dated as of March 14, 2023, by and among Mullen Automotive Inc., Qiantu Motor (Suzhou) Ltd., and Qiantu Motor USA, Inc. | | 10-Q | | 001-34887 | | 10.5 | | 05/15/2023 | | |
| 10.18(a) | | Intellectual Property and Distribution Agreement, dated as of March 14, 2023, by and among Mullen Automotive Inc., Qiantu Motor (Suzhou) Ltd., and two affiliates of Qiantu Motor (Suzhou) Ltd. | | 10-Q | | 001-34887 | | 10.5(a) | | 05/15/2023 | | |
| 10.19# | | Employment Agreement between the Company and Chester Bragado dated March 21, 2023 | | 10-Q | | 001-34887 | | 10.6 | | 05/15/2023 | | |
| 10.20 | | Promissory Note dated March 31, 2023 from Mullen Technologies, Inc. to Mullen Automotive Inc., and Addendum dated August 12, 2023 | | | | | | | | | | ✓ |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Incorporated by Reference | ||||||||||||
| Exhibit No. · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed/FurnishedHerewith | ||||||||||||
| 10.21 | | Change of Control Agreement dated August 14, 2023 between Mullen Automotive Inc. and David Michery | | | | | | | | | | ✓ |
| 10.22 | | Form of Change of Control Agreement dated August 14, 2023 between Mullen Automotive Inc. and each non-employee director | | | | | | | | | | ✓ |
| 16.1 | | Letter from Daszkal Bolton LLP dated March 3, 2023 | | 8-K | | 001-34887 | | 16.1 | | 03/03/2023 | | |
| 19.1 | | Insider Trading Policy | | | | | | | | | | ✓ |
| 21.1 | | List of Subsidiaries | | 10-K | | 001-34887 | | 21.1 | | 1/13/2023 | | |
| 24.1 | | Power of Attorney (included on signature page) | | 10-K | | 001-34887 | | 24.1 | | 1/13/2023 | | |
| 23.1 | | Consent of Independent Registered Public Accounting Firm (RBSM LLP) | | | | | | | | | | ✓ |
| 23.2 | | Consent of Independent Registered Public Accounting Firm (Daszkal Bolton LLP) | | | | | | | | | | ✓ |
| 31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 | | | | | | | | | | ✓ |
| 31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 | | | | | | | | | | ✓ |
| 32.1* | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350 | | | | | | | | | | ✓ |
| 97.1 | | Clawback Policy | | | | | | | | | | ✓ |
| 101.INS | | The following financial information from the Annual Report on Form 10-K for the fiscal year ended September 30, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language), is filed electronically herewith: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Loss; (iii) Consolidated Statement of Changes in Stockholders’ Equity (Deficit); (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | | | | | | | | | ✓ |
| 104 | | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101). | | | | | | | | | | ✓ |
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